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HomeMy WebLinkAbout27-82 Ordinance . RKORD/'.':ORDINANCES'; 481, ,. "" ,". ", ,', ,.' . ',.' . .;,'. ", '.;. NaUonal Graphics Corp" Cols" o. , ~ Form No, 2808-A Ordinance No.____Z_1=_S_~_ p assedm_________um_m_---m---m-__-----m-----19 .------- AN ORDINANCE TO ENTER INTO A LEASE AGREEMENT WITH THE DUBLIN HISTORICAL SOCIETY, INC. FOR THE LEASE Of PREMISES OF IDA COFFMAN, SUBJECT TO THE RIGHTS OF SAID IDA COFFMAN UNDER HER LIFE ESTATE. WHEREAS, it is the desire of the Dublin Village Council to enter into said Lease Agreement: NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Dublin, State of Ohio, Ie, of the elected members concurring: SECTION 1. That said Lease Agreement hereto attached as Exhibit "A" and made an official part of this Ordinance, is hereby approved and accepted and the Village Manager is hereby authorized to enter into said agreement on behalf of the Village. SECTION 2. That this Ordinance shall take effect and be in force from and after the earliest period allowed by law. , , ' 1982 ATTEST: Jp~~ l7J. .J.-'J3U.l Clerk of Co cil - Sponsor: Village Manager . , LEASE AGREEMENT This is a:s:eement of lease entered into on or as of the. 4J$'t' day of ~f1 ' 1982, by and between the VILLAGE I OF DUBLIN, whose ma 1 ng address is 6665 Coffman Road, Dublin, Ohio 43017 ("Dublin"), and THE DUBLIN HISTORICAL SOCIETY, INC., whose mailing address is P.O. Box 164, Dublin, Ohio 43017 (the . "Society"). Background A. Dublin is the owner of that tract of land situated in the Village of Dublin, Washington Township, Franklin County, Ohio, described in "Attachment A" and shown on "Attachment 8" hereto, each of which is hereby made a part hereof, and all improvements thereto, hereinafter referred to as "the Premises". B. The Premises is subject to a life estate to Ida Coffman created by a warranty deed from Industrial Nucleonics Corporation recorded in Deed Book 2782, page 344, Recorder's Office, Franklin County, Oh io. C. The Society is an entity organized for charitable, edu- cational, and/or scientific purposes, and, more parti-eularly, its purposes are to discover, collect, preserve, restore and display historical artifacts, materials and structures relevant to the I history of Dublin, Ohio and surrounding areas. D. The Premises is an historic site that the Society desires . to lease from Dublin to restore and utilize for the aforesaid pur- poses, subject, of course, to the rights of Ida Coffman under her life estate. Aqreements NOW THEREFORE, Dublin hereby 'leases the Premises to the Society, and the Society hereby leases the Premises from Dublin, on the following terms and conditions: Sl. Lease Subject to Life Estate. Notwithstanding any other provision hereof, except as specifically provided otherwise herein, all rights and Obligations of each party pursuant hereto are ex- pressly subject and subordinate to the rights of Ida Coffman in, to, and with respect to the Premises under her life estate in the same. S2. Term and Renewals. The term of this lease shall be for a period of 40 years, commencing on the date of this lease and terminating on the preceding day of the same month 40 years from I. the commencement date, unless renewed as hereinafter provided. So long as the Society is not in default hereunder, it shall have the right, in perpetuity, to renew this lease for additional renewal terms of 10 years each on the same terms, covenants and conditions as the initial term of this lease, provided, however, that Dublin shall have the right, if it determines that it is in the best interests of Dublin to use the Premises for some munici- pal purposes, to terminate this lease at the end of the term hereof, or of apy renewal thereof, by giving written notice to the Society .-----..--.-----. ---- , --, '. of such termination one year or more prior to the expiration of the initial term of this lease, or of any renewal term. Notwithstanding anything contained herein, this lease, and any renewals thereof, shall immediately cease and terminate, in the event the Society, or its successor, (a) ceases to exist or I operate as an entity organized primarily for charitable, educa- tional, and/or scientific purposes, and, more particulatly, for the purposes of discovering, collecting, preserving, restoring and displaying historic sites, structures, artifacts and other materials relevant to the history of Dublin and surrounding areas, or (b) ceases to utilize the Premises for such purposes. S3. Rent. The Society shall pay no rent during the term of this lease-or-any renewal thereof. However, the society, in con- sideration for the lease, agrees to operate the Premise. for the above-described purposes, and further agrees to abide by all terms and conditions herein. 54. Taxes, Assessments, and Similar Charges. (a) Except to the extent of Ida Coffman's obli- gations pursuant to her life estate, during the term of this lease and any renewal thereof, the Society shall pay, when due, to the public officers charged with the collection thereof, all real estate taxes, if any, and installments of special assessments, if any, becoming due during the term hereof, and all water and sewer rents, licenses, permit fees, govern- mental impositions and other like charges arising with I respect to any period during which this lease is in effect1 provided, however, (i) since it is believed that the Premises, or part thereof, may in the future be exempt from real estate taxes, the Society is fully authorized to file any document in connection with such a claimed exemption, and Dublin agrees to cooperate in these efforts, and (ii) Dublin will cooperate with any reasonable efforts the Society may make with respect to any election available and desired by the Society to pay the same in installments. ( b) The Society shall have the duty of attending to, making and filing any statement, report or other document which may be required by law as the basis of payment of any of the taxes or other charges payable by it as herein provided, or in connection with the determination, equalization or reduction thereof. ( c) The Society shall save harmless Dublin from all such taxes, installments of assessments or other charges, and liens or penalties, and shall furnish to Dublin duly certified written evidence of any and all such payments upon Dublin's written request therefor. (d) Dublin shall promptly submit to the Society I bills received by it for such charges and promptly forward to the Society any notices, demands, arid com- munications received by it that relate to any of such charges. (e) Anything contained herein to the contrary notwithstanding, the Society shall not be required to pay, discharge or remove any taxes, assessments, charges, liens or penalties against the Premises, or -2- any part thereof, which it may deem illegal or exces- sive, or to pay any judgment rendered therefor so long as the Society shall, at its own expense, in good faith, contest the same or the validity thereof by proper proceedings which shall operate to prevent the collection of the tax, assessment, charge, lien or penalty so contested~ or any part thereof, to sat- I isfy the same, and if requested by Dublin, the Society shall furnish to Dublin imdemnity in form and amount. satisfactory to Dublin against any loss or damage by reason of the Society's failure to pay the same and against any loss or damage occasioned by such contest, and attending any such legal proceeding. In any such case, the Society shall fully protect and preserve the title and rights of Dublin as well as the Society's leasehold interest. . 55. Use of Premises. The Society shall use the Premises only for such uses as are compatible with its aforesaid purposes, and for no other purposes. The Society shall not.make any use of the Premises which would be in conflict with the provisions of any applicable rule, regulation, or law of any governmental agency, nor shall the Premises be used in any manner which would invali- date any insurance coverage thereon. 56. Repairs, Maintenance, and Renovations. The Society shall, throughout the term of this lease and any renewal thereof, and, except as specifically otherwise hereinafter provided, at its sole cost and expense, take good care of and maintain in good order the Premises, provided, however, Dublin agrees to provide yard mowing for the Premises as part of its normal and regular I yard maintenance program for its municipal building complex. The Society, at its own cost and expense, shall promptly make all necessary repairs to the Premises, including all appurtenances and structures thereon, ordinary wear and tear excepted, subject, however, to the Society's obtaining the prior approval of Ida coffman to the making of repairs to the residence now on and a part of the Premises. Dublin shall bave no obligation to repair or maintain any improvements on the Premises. The Society shall have the right to make changes and renovations to the Premises, provided that such changes further the aforesaid purposes for which the Premises may be used, and provided, further, that such changes or renovations are approved by Dublin's Council. **----- 57. Utilities. The Society shall be solely responsible for and promptly pay all utilities, including, but not limited to, heat, water, gas, electricity, sewer use, trash disposal or any other utility used or consumed in the Premises, except, during the continuation of Ida Coffman's life estate, those furnished to her. 58. Insurance. ( a) Except to the extent such insurance is pro- vided by Ida Coffman during the term of her life estate the Society shall, at its sole cost and expense, obtain I and maintain fire and extended coverage insurance on any and all structures located on the Premises, and appurte- nances thereto, including any structures or appurtenances ~hich may hereafter be erected, and utilize the proceeds thereof to rebuild or restore the improvements on the premises. ( b) The Society shall, throughout the term of this lease and any renewals thereof, at its own cost and ex- pense, obtain and maintain public liability insurance, **----- To delineate the fact that in the event that a disagreement arises as to the direction of the Village Manager to commence with repairs/maintenance to the facility, that such disagreement shall be decided by a majority vote of Dublin Village Council. -3- (amendment - June 21, 1982) . ., covering both Dublin and the Society against liability or damage to all persons or property while in or on the Premises, the entranceways thereto, and sidewalks, park- ing facilities and streets abutting thereon, with limits of not less,than $500,000 for injury to one person, not less than, $1,000,000 for each occurrence, and not less than $50,000 for damage to property, or such other limits, I from time to time, as Dublin lIay deem reasonably necessary and in accord with customary practices with regard to such insurable risks. ( c) Each policy of insurance obtained by the Society pursuant to any of the provision's hereof shall contain an agreement by the insurer that such pol icy' shall not be cancelled without at least ten-days prior written notice to Dublin. The Society shall cause cer- tificates of insurance requ,ired hereunder to be provided to Dublin and, at Dublin's request, proof of premium payments. 59. Indemnification. The Society shall, without cost or expense to Dublin, indemnify and save Dublin and its lawful repre- sentatives, employees and agents, harmless from all loss, cost or expense arising by reason of its use of .the Premises, or, by reason of the acts with respect to the Premises of any officer, trustee, employee, agent, licensee or invitee of the Society. SlOe Entry by Lessor. Subject to the rights of Ida Coffman under her life estate, Dublin and its duly authorized representa- tives shall have the right to enter the Premises at all reasonable times for the purposes of inspecting the condition of the same and I making such repairs, alterations, additions, or improvements there- to as it may deem necessary or desirable (but Dublin shall have no duty to make any such repairs, alteratians, additions, or improve- ments), provided, however, in no event shall Dublin unreasonably interfere with the Society's use of the Premises. Sll. Enjoyment Without MOlestation. Except as otherwise provided, if the Society observes the terms, covenants, and con- ditions hereof, it shall occupy and enjoy the use of the Premises during the term of this lease and any renewal thereof without any hindrance, molestation, or ejection by Dublin. S12. Default. If the Society fails to maintain in full force and effect any insurance required by the terms hereof, or if the Society fails to observe and perform any other provision, covenant, or condition of this lease required under this lease to be observed and performed by the Society, provided, that if by reason of the nature thereof, the Society cannot commence promptly and proceed diligently to observe and perform the same with due diligence, as promptly as circumstances permit, or if the Society abandons or vacates the Premises, or any part thereof, during the term of this lease or any renewal thereof, or if the Society makes an assignment with its creditors, or if the interest of the Society in the Premises is attached, levied upon or seized by legal pro- cess, or if a bankruptcy or insolvency proceeding is filed by or I against the Society, or if a court of competent juriSdiction or other governmental authority approves petitions seeking reorgani- zation, arrangement, composition, or similar relief with respect to the Society, or appoints a trustee, receiver, or liquidator of the Society, or of all, or substantially all, of its property or affairs, or assumes custody or control of all, or substantially all, of the property or affairs of the Society, or if this lease is assigned in violation of the terms hereof or is terminated by operation of law, or if the Society ceases to operate for the aforesaid purposes, then and in such event, immediately or at any -4- . . time ther..fter, at the option of Dublin, Dublin shall have the right to immediately re-enter and take p.ossession of the Premises . and declare this leas. terminated, after which tiJUe, all obliga- tions of both Dubli,n and the society with respect to each other and the Premises shall immediately cease. 513. Notices. Any notice, demand, request, or other instru- ment which may be or is required to be given under this lease shall be delivered in person or sent by United States ordinary mail, pos- I tage prepaid, and shall be addressed to the respective parties at the addresses first hereinabove provided. 514. Assignments and Subleases. The Society shall not assign this lease, in whole or in part, nor sublet all or any part of the Premises, without the prior written consent of Dublin in each in- stance. 515. Entire.A9reement. This instrument contains the entire agreement between the parties, supersedes any and all prior agree- ments between them, and shall not be modified or amended except by a writing subscribed by both. IN WITNESS WHEREOF, the parties have caused duplicate counter- parts hereof to be duly executed and delivered on or as of the day and year first written above. Signed and acknowledged in the presence of: VILLAGE OF DUBLIN ~~1 <;i7J U~JlI Q By I ~+I}t0:f~* 21ft.) THE DUBLIN HISTORICAL SOCIETY ~l~ ~1.~V\.t)p i B~~I~ ~ltrtYl~'WR)Y STATE OF OHIO COUNTY OF FRANKLIN, SS: The foregoing instrument was aCkn~t be~me this .x.''''^-- day of ~"t/ y , 1982, by t 4N ; ~k) , of the Vl age of Dublin, an Ohio mun c pal ty, on behalf of sald Village. ~.o.l-lh ~~,,~ j) I Notary Pub 1C - STATE OF OHIO NANETTE P. TR1SSEL COUNTY OF FRANKLIN, SS: NOTARY PUBl.lC, STATE OF OHIO MY COMMISSION ExPlAES JULY 15. 1985 The fore oing instrument was aCknO~edged before me this ~~ day of , 1982, by I)~.{"" /17_ ~A~ ' of The Du n H stor cal Society, Inc., an 0 10 corporat on not- for-profit, on behalf of the corporation. Notary Public NANETTE P. TRISSEL NOTARV PUBLIC. STATE OF OHIO MY COMMISSION EXPIRES JUL'f 16.1985 This instrument prepared by Richard L. Loveland, attorney at law, 50 West Broad Street, Columbus, Ohio 43215. -5- . . ATTACHMENT A Being situated in the State of Ohio, County of Franklin, Town- ship of Washington, VirgiQia Military Survey Number 2542 and I being a part of a 16.74 acre tract deeded to Ida Coffman Et ale in Deed Book 1004, Page 461 and Deed Book 2143, Page 279, Recorder's Office, Franklin County, Ohio, and being more parti- cularly described as follows: Commencing at a nail at the southeasterly corner of said 16.74 acre tract and at the intersection of the centerline of Coffman Road with the centerline of Post Road, the centerline of said Coffman Road is shown in aoad Record 13, Page 17 and on Sheets 3 and 4 of the 1926 Coffman Road Improvement plan Tube 506, Franklin County Engineer's Office and the centerline of said Post Road is shown on Sheet 6 of the 1924 Right-of-Way Plan I.C.H. 48, Section R, State of Ohio Highway Department, Division Six, Delaware, Ohio; thence North 70 degrees 21 minutes East along the centerline of said Coffman Road, passing a nail on line at centerline station 12 plus 10.15 of Post Road Relocated at 5.66 feet the centerline of said Post Road Relocated is shown on Sheet 268 of Right-of- Way Plan FRA-270-7.47 N, State of Ohio Highway Department, Divi- sion Six, Delaware, Ohio, a total distance of 328.40 feet to a spike and the true point of beginning of this description; thence North 70 degrees 31 minutes West across said 16.74 acre ,I tract passing an iron pin on line at 22.5 feet, a total distance of 145.00 feet to an iron pin; thence North 44 degrees 24 minutes West, a distance of 76.15 feet to an iron pin; thence North 66 degrees 07 minutes West, a distance of 130.40 feet to an iron pin; thence North 20 degrees 23 minutes East and parallel to the centerline of said Coffman Road, a distance of 166.50 feet to an iron pin; thence South 70 degrees 31 minutes East, a distance of 90.00 feet to an iron pin; thence South 20 degrees 23 minutes West parallel to the center- line of said Coffman Road, a distance of 40.00 feet to an iron pin; thence South 70 degrees 31 minutes East, passing an iron pin on line at 230.00 feet, a total distance of 254.00 feet to a spike in the centerline of said Coffman Road, and in the easterly line of said 16.74 acre tract, said ~ast described spike bears South 20 degrees 23 minutes West along the centerline of said Coffman I Road, a distance of 1,076.76 feet from an angle point in the centerline of said Coffman Road; ., thence South 20 degrees 23 minutes West along the centerline of said Coffman Road and along the easterly line of said 16.74 acre tract, a distance of l7~.00 feet to the place of beginning, con- taining 1.284 acres, subject however to all legal highways and easements and restrictions of record and ot records in respective utility offices. . .. , . . . . , ATTACHMENT B , ;' ',". . . , I' /~,J 'I I ./~, i ./ ( -( '\ . 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